Filing Details

Accession Number:
0001104659-17-006413
Form Type:
13G Filing
Publication Date:
2017-02-03 15:01:31
Filed By:
Alloy Ventures 2005 Lp
Company:
Xactly Corp (NYSE:XTLY)
Filing Date:
2017-02-03
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Alloy Ventures 0 2,386,922 0 2,386,922 2,386,922 7.6%
Alloy Ventures 0 2,386,922 0 2,386,922 2,386,922 7.6%
Craig Taylor 5,000 2,386,922 5,000 2,386,922 2,391,922 7.6%
John Shoch 0 2,386,922 0 2,386,922 2,386,922 7.6%
Douglas Kelly 0 2,386,922 0 2,386,922 2,386,922 7.6%
Tony Di Bona 0 2,386,922 0 2,386,922 2,386,922 7.6%
Daniel Rubin 0 2,386,922 0 2,386,922 2,386,922 7.6%
Ammar Hanafi 4,500 2,386,922 4,500 2,386,922 2,391,422 7.6%
Michael Hunkapiller 0 2,386,922 0 2,386,922 2,386,922 7.6%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

Xactly Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98386L101

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Alloy Ventures 2005, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922  shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922  shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
PN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

2


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Alloy Ventures 2005, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922  shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922  shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
OO

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

3


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Craig Taylor

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
5,000 shares of Common Stock (4)

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
5,000 shares of Common Stock (4)

 

8

Shared Dispositive Power
2,386,922  shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,391,922 shares of Common Stock (2)(4)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

(4)   Includes 5,000 shares held by Taylor directly.

 

4


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
John Shoch

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

5


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Douglas Kelly

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

6


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Tony Di Bona

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
California, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922  shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

7


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Daniel Rubin

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

8


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Ammar Hanafi

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,500 shares

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
4,500 shares

 

8

Shared Dispositive Power
2,386,922  shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,391,422 shares of Common Stock (2)(4)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

(4)   Includes 4,500 shares held by Hanafi directly.

 

9


 

CUSIP No. 98386L101

13 G

 

 

 

1

Names of Reporting Persons.
Michael Hunkapiller

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
2,386,922  shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
2,386,922  shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,386,922 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6% (3)

 

 

12

Type of Reporting Person*
IN

 


(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

10


 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (Common Stock), of Xactly Corporation (the Issuer).

 

Item 1

 

(a)

Name of Issuer:
Xactly Corporation

 

 

Address of Issuers Principal Executive Offices:
300 Park Avenue, Suite 1700

San Jose, CA 95110

 

Item 2

 

(a)

Name of Person(s) Filing:
Alloy Ventures 2005, L.P. (Ventures)

Alloy Ventures 2000, LLC (GP 2005)

Craig Taylor (Taylor)

John Shoch (Shoch)

Douglas Kelly (Kelly)

Tony Di Bona (Di Bona)

Daniel Rubin (Rubin)

Ammar Hanafi (Hanafi)

Michael Hunkapiller (Hunkapiller)

 

(b)

Address of Principal Business Office:

c/o Alloy Ventures

1415 Hamilton Avenue

Palo Alto, CA  94301

 

(b)

Citizenship:

 

 

Entities:

 

 

Individuals:

Ventures

GP 2005

 

Taylor

Shoch

Kelly

Di Bona

Rubin

Hanafi

Hunkapiller

-

-

 

-

-

-

-

-

-

-

California, United States of America

California, United States of America

 

United States of America

United States of America

United States of America

United States of America

United States of America

United States of America

United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
98386L101

 

Item 3

 

 

Not applicable.

 

11


 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:

 

 

Reporting Persons

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (1)

 

Ventures

 

2,386,922

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

GP 2005

 

0

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

Taylor

 

5,000

 

5,000

 

2,386,922

 

5,000

 

2,386,922

 

2,391,922

 

7.6

%

Shoch

 

0

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

Kelly

 

0

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

Di Bona

 

0

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

Rubin

 

0

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

Hanafi

 

4,500

 

4,500

 

2,386,922

 

4,500

 

2,386,922

 

2,391,422

 

7.6

%

Hunkapiller

 

0

 

0

 

2,386,922

 

0

 

2,386,922

 

2,386,922

 

7.6

%

 

GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

 


(1)  This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

See Items 2(a) and 4.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

12


 

Item 10

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 2, 2017

 

 

 

Alloy Ventures 2005, L.P.

 

 

 

By: Alloy Ventures 2005, LLC

 

Its: General Partner

 

 

 

By:

/s/ Tony Di Bona as attorney-in-fact

 

 

Managing Director

 

 

 

 

 

 

 

Alloy Ventures 2005, LLC

 

 

 

By:

/s/ Tony Di Bona as attorney-in-fact

 

 

Managing Director

 

 

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Craig Taylor

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

John Shoch

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Douglas Kelly

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Tony Di Bona

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Daniel Rubin

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Ammar Hanafi

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Michael Hunkapiller

 

 

13


 

Exhibit(s):

 

A - Joint Filing Statement

 

14


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Xactly Corporation is filed on behalf of each of us.

 

Dated: February 2, 2017

 

 

 

Alloy Ventures 2005, L.P.

 

 

 

By: Alloy Ventures 2005, LLC

 

Its: General Partner

 

 

 

By:

/s/ Tony Di Bona as attorney-in-fact

 

 

Managing Director

 

 

 

 

 

 

 

Alloy Ventures 2005, LLC

 

 

 

By:

/s/ Tony Di Bona as attorney-in-fact

 

 

Managing Director

 

 

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Craig Taylor

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

John Shoch

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Douglas Kelly

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Tony Di Bona

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Daniel Rubin

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Ammar Hanafi

 

 

 

 

 

/s/ Tony Di Bona as attorney-in-fact

 

Michael Hunkapiller

 

 

15